Non Competition and Other Covenants of the Business Contribution Member, the Shareholders, and Certain Employees of the Business Contribution Member Each of the Shareholders, the Business Contribution Member, and certain employees of the Business Contribution Member noted on Exhibit B attached hereto, shall have, at the Closing in Escrow, entered into agreements, the form of which is attached to this Agreement as Exhibit B.
Non Competition and Other Covenants. OF THE BUSINESS CONTRIBUTION MEMBER, THE MEMBERS, AND CERTAIN EMPLOYEES OF THE BUSINESS CONTRIBUTION MEMBER Each of the Members, the Business Contribution Member, and certain employees of the Business Contribution Member noted on Exhibit A attached hereto, shall have, at the Closing in Escrow, entered into agreements, the form of which is attached to this Agreement as Exhibit B.
Non Competition and Other Covenants. During the Term and (i) in the event of the termination of Employee’s employment with Deerfield and its Affiliates by Deerfield without Cause or by Employee for Good Reason prior to the day preceding the third anniversary of the Effective Date, for the period commencing on the date of Employee’s termination hereunder and ending on the third anniversary of the Effective Date, (ii) in the event of the termination of Employee’s employment with Deerfield and its Affiliates for any reason other than by Deerfield without Cause or by Employee for Good Reason prior to the day preceding the third anniversary of the Effective Date, for the period commencing on the date of Employee’s termination hereunder and ending on the later of (x) the third anniversary of the Effective Date or (y) the first anniversary of such date of termination or (iii) in the event of Employee’s termination of Employee’s employment with Deerfield and its Affiliates for any reason on or after the day preceding the third anniversary of the Effective Date, for the period commencing on the date of Employee’s termination and ending on the first anniversary of such date of termination, Employee shall not, directly or indirectly, engage in any Prohibited Competition Activity without the prior written consent of the Board, which consent may (or may not) be provided at the sole discretion of the Board.
Non Competition and Other Covenants. (a) Employee reaffirms all obligations and commitments in the letter agreement between Employee and Deerfield dated April 9, 2009 (“April 2009 Letter Agreement”).
(b) In addition to the obligations and commitment in Section 6(a) of this Agreement, as amended, during the term of this Agreement and for a period equal to the earlier of two years from the date Employee’s employment is terminated for any reason and December 31, 2012 (except as otherwise provided in Section 6(b)(i) below), Employee shall not:
(i) engage in any Prohibited Competition Activity anywhere in the United States of America; provided, however, that, solely with respect to the Prohibited Competition Activity described in clause (ii) of the definition thereof, the obligations and commitment set forth in this Section 6(b)(i) shall be applicable only for a period equal to the earlier of six months from the date of the last payment of Base Salary to Employee required by Section 3 of this Agreement and July 1, 2011. Employee acknowledges and agrees that the market for Investment Management Services rendered by Employee on behalf of Deerfield includes the entire United States of America;
(ii) solicit or induce, whether directly or indirectly, any Person for the purpose (which need not be the sole or primary purpose) of (A) causing any funds (other than funds of which Employee and/or members of Employee’s Immediate Family are the sole beneficial owners) with respect to which Deerfield or any of its Affiliates provides Investment Management Services to be withdrawn from such management, or (B) causing any Client (including any Potential Client) not to engage Deerfield or any of its Affiliates to provide Investment Management Services for any additional funds; provided, however, that this clause (ii)(B) shall not be applicable to Clients (including Potential Clients) who are also members of the Immediate Family of Employee;
Non Competition and Other Covenants. (a) Agreement Not to Compete. For a period of three (3) years after the Closing Date the Stockholder shall not be engaged or interested in any business which competes directly with the business of the Company as is currently conducted, or in those states in which the Company or its affiliates has specific plans to conduct business and the Stockholder have knowledge of such plans at, or prior to the Closing. Stockholder shall be deemed to be interested in a business if he is engaged or interested in that business as a stockholder, director, officer, employee, salesman, sales representative, agent, partner, individual proprietor, consultant or otherwise, but not if such interest is limited solely to ownership of 2% or less of the equity or debt securities of any class of a corporation whose shares are listed for trading on a national securities exchange or traded in the over the counter market.
Non Competition and Other Covenants. To protect Tiffany’s legitimate protectable interests in, among other things, the Confidential Information and Tiffany’s business relationships and goodwill:
(a) Participant agrees that, during the Covenant Term, Participant will not directly or indirectly (whether as a director, officer, consultant, principal, owner, member, partner, advisor, financier, employee, agent or otherwise) in the Restricted Territory:
i. Employ, engage, attempt to employ or engage, or assist anyone in employing or engaging any person employed or engaged by Tiffany or any Affiliate of Tiffany within the then-preceding twelve (12) months, and with whom Participant had material contact during his/her employment; or solicit, induce, recruit or encourage any such person then employed or engaged by Tiffany or an Affiliate of Tiffany to terminate his or her employment or engagement with Tiffany or such Affiliate; or
ii. Do anything to divert or attempt to divert from Tiffany any business of any kind, including, without limitation, to solicit or interfere with any customers, clients, vendors, business partners or suppliers of Tiffany or any Affiliate of Tiffany, in each case with whom Participant had contact during the twelve (12)-month period prior to the end of his/her employment or with respect to whom Participant possesses any Confidential Information.
(b) Participant acknowledges and agrees to follow the Xxxxxxx & Co. Business Conduct Policy - Worldwide and, if applicable, the Xxxxxxx & Co. Code of Business and Ethical Conduct for Directors, the Chief Executive Officer, the Chief Financial Officer and All Other Officers of the Company, including without limitation any provisions concerning the provision of other services to other entities or persons while employed by Tiffany.
(c) If Participant holds or has at any time held a position with Tiffany (i) at the level of Vice President or above or (ii) as a Managing Director of a retail market, then Participant further agrees that:
i. Subject to the provisions of Section 2(c)(ii)-(iv), Participant shall not, for the duration of the Covenant Term, directly or indirectly (whether as a director, officer, consultant, principal, owner, member, partner, advisor, financier, Form of Non-Competition and Confidentiality Covenants, October 16, 2019 4 employee, agent or otherwise) within the Restricted Territory organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his/her name to be used by, act as an ad...
Non Competition and Other Covenants. (a) Employee agrees that during the Term and (i) in the event of the termination of Employee's employment with the Deerfield Companies by the Deerfield Companies without Cause or by Employee for Good Reason, for the period commencing on the date of Employee's termination hereunder and ending on the first to occur of (x) the third anniversary of the date of such termination or (y) the seventh anniversary of the Effective Date, or (ii) in the event of the termination of Employee's employment with the Deerfield Companies for any other reason (including, without limitation, a termination due to the expiration of the Term on the day preceding the fifth anniversary of the Effective Date), for the period commencing on the date of Employee's termination hereunder and ending on the seventh anniversary of the Effective Date, Employee shall not engage in any Prohibited Competition Activity without the prior written consent of the Board, which consent may (or may not) be provided at the sole discretion of the Board.
(b) In addition to, and not in limitation of, the provisions of Section 6(a), Employee agrees, for the benefit of Deerfield, D&C and their respective controlled Affiliates, during the Term and (i) in the event of the termination of Employee's employment with the Deerfield Companies by the Deerfield Companies without Cause or by Employee for Good Reason, for the period commencing on the date of Employee's termination hereunder and ending on the first to occur of (x) third anniversary of the date of such termination or (y) the seventh anniversary of the Effective Date, or (ii) in the event of the termination of Employee's employment with the Deerfield Companies for any other reason (including, without limitation, a termination due to the expiration of the Term on the day preceding the fifth anniversary of the Effective Date), for the period commencing on the date of Employee's termination hereunder and ending on the seventh anniversary of the Effective Date, Employee shall not, directly or indirectly, whether as owner, part owner, shareholder, partner, member, director, officer, trustee, employee, agent or consultant, or in any other capacity, on behalf of Employee or any Person other than Deerfield, D&C or their respective Affiliates, without the prior written consent of the Board, which consent may (or may not) be provided at the sole discretion of the Board:
(i) provide Investment Management Services to any Person that is a Client; PROVIDED, HOWEVER, that...
Non Competition and Other Covenants. The provisions of Section 7.3 of the Plan shall apply to Award Recipient with respect to the Award reflected by this Agreement.
Non Competition and Other Covenants. 5.1 The Employees shall not, until September 1, 1998 directly or indirectly by ownership of securities or otherwise engage in any business which is competitive with the Company or become associated with, or render services to any person, business or enterprise so engaged. Mere ownership as an investor of not more than five percent (5%) of the securities of a corporation or other business enterprise which is not directly or indirectly involved in the portrait photography industry shall not be deemed an association with such corporation or enterprise.
5.2 For the purpose of clause 5.1 the term "engaged in any business which is in competition with the Company" shall mean:
a. Negotiating or entering into agreements in relation to the operation of a retail digital photographic portrait studio with:
(i) any current landlord (or any of their related entities) of the Company relating to the Studios;
(ii) any Third Person relative to the markets of Las Vegas, Orlando or within a ten (10) mile radius of the Studios;
b. Negotiating or entering into agreements with any current licensor to the Company of photographic images for the purpose of incorporating such images into the operation of a retail digital photographic portrait studio; and/or
c. Development of computer programs or other processes which are used by retail digital photographic portrait studios in the markets of Las Vegas, Orlando or within a ten (10) mile radius of the Studios.
5.3 The Employees shall not, until September 1, 1998, directly or indirectly employ, cause others to employ, or attempt to induce others to employ any employees of the Company or attempt to induce said employees to gain or seek other employment.
5.4 The Employees shall not at any time communicate or disclose, or use for the Employees' own account, any of the data, information, written materials, computer coding, records, notes, reports, letters, processes, equipment, techniques or products of the Company, customer lists, or other information concerning its business or affairs obtained during the Employees' employment with the Company, provided that these obligations shall not apply in the event and to the extent that such confidential information becomes generally known to and available for use by the public other than by the Employees' act or omission.
5.5 The Employees shall, to the extent requested by the Company, do all things, including giving of evidence in suits and other proceedings, which the Company reasonably deems nece...
Non Competition and Other Covenants
